0000722574-14-000486 Sample Contracts

INVESTMENT SUB-ADVISORY AND ETF SERVICES AGREEMENT AMONG FIDELITY SELECTCO, LLC, BLACKROCK FUND ADVISORS AND FIDELITY COVINGTON TRUST
Investment Sub-Advisory and Etf Services Agreement • November 7th, 2014 • Fidelity Covington Trust • Massachusetts

AGREEMENT, made this 17th day of September, 2013, among Fidelity Covington Trust ("Trust"), a Massachusetts business trust, on behalf of the individual series listed on Schedule C (the "Funds"), Fidelity SelectCo, LLC ("Adviser"), a Delaware limited liability company, and BlackRock Fund Advisors ("Sub-Adviser"), a California corporation.

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FORM OF FIDELITY COVINGTON TRUST PARTICIPATION AGREEMENT
Participation Agreement • November 7th, 2014 • Fidelity Covington Trust

This Participation Agreement (the "Agreement") is made as of the date set forth below between Fidelity Covington Trust (the "Trust") on behalf of each series of the Trust listed on Annex A hereto (as may be amended from time to time by the Trust), and _____________________________ (the "________________"), on behalf of each of its series listed on Annex B hereto, as may be amended from time to time by the _________(each, an "Investing Fund").

October 11, 2013 State Street Bank and Trust Company Boston, MA 02111
Fidelity Covington Trust • November 7th, 2014

Re: Custodian Agreement (as amended and in effect from time to time, the "Custodian Agreement") made as of the 1st day of January, 2007 between each of the Investment Companies listed on Appendix "A" thereto, (each a "Fund" and collectively the "Funds") and State Street Bank and Trust Company (the "Custodian").

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